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EX-99.8 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex998.htm |
EX-99.7 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex997.htm |
EX-99.6 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex996.htm |
EX-99.5 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex995.htm |
EX-99.4 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex994.htm |
EX-99.3 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex993.htm |
EX-99.2 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex992.htm |
EX-99.1 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex991.htm |
EX-2.5 - FORM OF 10% PROMISSORY NOTE - Inuvo, Inc. | inuv_ex25.htm |
EX-2.4 - REGISTRATION RIGHTS AGREEMENT - Inuvo, Inc. | inuv_ex24.htm |
EX-2.3 - 10% SENIOR UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE - Inuvo, Inc. | inuv_ex23.htm |
EX-2.2 - SECURITIES PURCHASE AGREEMENT - Inuvo, Inc. | inuv_ex22.htm |
EX-2.1 - AGREEMENT AND PLAN OF MERGER - Inuvo, Inc. | inuv_ex21.htm |
8-K - CURRENT REPORT - Inuvo, Inc. | inuv_8k.htm |
Exhibit 99.9
Inuvo Signs Definitive Agreement to be Acquired by ConversionPoint
Technologies
Acquisition offers retailers and brands an end-to-end, AI powered,
eCommerce platform with unprecedented insight into consumer
behavior for stronger ROI and online sales
Little Rock, Arkansas and
Newport Beach, CA, Nov. 5, 2018
— Inuvo,
Inc. (NYSE American: INUV), a
provider of artificial intelligence (AI) technology for
brands and agencies, today announced that it has entered into
a definitive agreement to be acquired by
ConversionPoint
Technologies,
Inc., a privately held
eCommerce technology company.
The acquisition will be a cash-and-stock transaction valued at
approximately $2.22 per share of Inuvo common stock based on
34,077,624 common shares outstanding and restricted stock units
that will immediately vest upon closing. Inuvo shareholders will
receive $0.45 per share
in cash and stock valued at an
estimated $1.77 per share, or approximately$75.5 million in total
consideration. ConversionPoint plans
to file a Form S-4 with the Securities and Exchange Commission to
register the shares of common stock to be issued in the acquisition
and intends to file listing applications for the stock with the
NASDAQ Capital Market and the Toronto Stock
Exchange.
Strategic Rationale for the Acquisition
ConversionPoint is acquiring Inuvo for its patented, AI-driven
consumer behavior technology, which leverages machine learning to
mirror the way the human brain instantly associates ideas,
emotions, places, people and objects. The combined solution is
expected to offer large and small businesses a new way to compete
more effectively, increase online sales, achieve higher media spend
ROI and improve customer lifecycle engagement. This AI powered
platform is expected to create a competitive eCommerce solution for
major non-Amazon channels, such as Shopify, Big Commerce,
and Walmart.com.
“Amazon controls nearly half
of the $450 million in online retail
sales in the U.S. thanks to their proprietary data-driven approach
to consumer analysis and marketing,“ explained
ConversionPoint CEO, Robert Tallack. “Online retailers and
brands have been searching for an end-to-end data driven technology
to help provide accurate information they can use to acquire
customers. We believe that together our end-to-end, AI powered,
eCommerce platform can offer those capabilities to the online
retail channel and the direct channel that the market has been
actively searching for.”
ConversionPoint’s current customers include major brands like
Canon, Logitech and Nikon, and its technology has been integrated
onto online retailer sites like walmart.com
and officedepot.com.
Current ConversionPoint shareholders include Menlo Ventures,
Granite Ventures and IBM. The company was recently named #93
(software) on the 2018
Inc. 5000 list of the fastest-growing companies in the
U.S. with audited revenues of $49.9
million in 2017.
According to the CEO of Inuvo, Rich Howe: “With our combined
technologies, data sources and industry partners, we will be able
to offer an even greater level of eCommerce transparency and
sophistication across small, medium and large business segments. We
see this combination allowing us to pursue a shared vision of
providing more powerful solutions for
eCommerce.”
ConversionPoint enhances consumer product experiences, optimizes
media spend, enables upsell, and manages fulfillment and
retargeting. Inuvo has the industry’s most capable technology
for identifying and analyzing consumer behavioral data, along with
direct access to advertising inventory from large media and
technology partners.
Inuvo is a market leader in artificial intelligence whose goal it
is to align one-to-one brand messaging with consumer intent.
Inuvo customers include several
Fortune 500 companies, major global brands and agencies.
It has the world’s most capable
technology for identifying and analyzing consumer behavioral data,
along with direct access to advertising inventory from large media
and technology partners. Inuvo
harnesses the power of its patented
IP by delivering high performing
campaigns reaching audiences that would typically be
missed.
“Inuvo’s technology and product offerings makes our
combination very attractive in terms of immediate cross-selling
opportunities,’ said ConversionPoint CFO, Raghu Kilambi.
“The scale of the combined operations coupled with the
identified synergies, focused on the eCommerce market, is
anticipated to provide attractive upside revenue and margin
expansion opportunities as well as a unique capital market
story.”
According to Trey Barrett, COO of Inuvo: “We have identified
a number of specific near-term opportunities, including upselling
Inuvo’s high-margin AI powered IntentKey media to
ConversionPoint’s existing enterprise customers and online
retail partners. We also expect
to reap significant benefits from integrating
ConversionPoint’s retail brands into Inuvo’s ValidClick
platform, creating a new traffic acquisition source for
ConversionPoint clients, and utilizing ValidClick’s
advertising inventory throughout our customer
experience.”
The combined company’s IP portfolio is expected to include 15
issued U.S. patents and 12 patents pending.
Additional Transaction Details
This acquisition transaction will be effected through a newly
created holding company, ConversionPoint Holdings, Inc., where
Inuvo and ConversionPoint Technologies will become wholly-owned
subsidiaries of ConversionPoint Holdings.
Under the terms of the definitive agreement, ConversionPoint
Holdings will issue 0.18877 shares of its common stock for each one
share of Inuvo common stock (or approximately 6.4 million shares in
total) and will issue cash in the amount of $0.45 for each one
share of Inuvo common stock (or approximately $15.3 million in
total). ConversionPoint Holdings will issue 0.9840 shares of its
common stock for each one share of ConversionPoint Technologies,
Inc. common stock (or approximately 15.6 million shares in
total).
The $1.77 estimated value per share of ConversionPoint Holdings
common stock to be issued in the acquisition is based upon
ConversionPoint Technologies’ recent $15 million private
offering that valued ConversionPoint Technologies’ common
stock at $9.21 per share, resulting in an estimated equity
valuation for ConversionPoint Technologies of $146
million.
Following the closing of the transaction, and prior to the issuance
of any stock in connection with a financing that is a condition to
closing, Inuvo shareholders will own approximately 29% of
ConversionPoint Holdings and will have received $0.45 per share in
cash, or total cash consideration of $15.3 million.
Inuvo will operate as a wholly-owned subsidiary of ConversionPoint
Holdings and is expected to maintain its offices in Little Rock,
Arkansas and San Jose, California. ConversionPoint will operate as
a wholly-owned subsidiary of ConversionPoint Holdings and is
expected to maintain its offices in Newport Beach and Emeryville,
California, and Minneapolis, Minnesota.
Robert Tallack, the current CEO of ConversionPoint Technologies,
will become the CEO of the combined companies, and Richard Howe,
the current chairman and CEO of Inuvo, will become chairman of the
combined companies.
The closing of the transaction, which is expected to occur during
the first quarter of 2019, is subject to customary and other
closing conditions, including a requirement that ConversionPoint
raises a minimum of $36 million of gross proceeds from the issuance
of equity and/or debt, a portion of which will be used to fund the
cash portion of the acquisition transaction, as well as the
approval of the stockholders of ConversionPoint Technologies and
Inuvo. All of Inuvo’s directors and executive officers, as
well as ConversionPoint Technologies stockholders owning 70% of
ConversionPoint Technologies’ outstanding shares have signed
support agreements in favor of the acquisition.
Upon the closing of the acquisition, ConversionPoint Holdings expects to
change its name to ConversionPoint Technologies,
Inc.
For ConversionPoint Technologies, Troutman Sanders LLP served as
legal advisors. ConversionPoint’s financial advisors on the
required debt and/or equity financing are expected to include GMP
Securities L.P., Beacon Securities Ltd. and Falcon
Capital.
For Inuvo, Porter Wright Morris & Arthur LLP and the Pearlman
Law Group served as legal advisors. Canaccord Genuity Group acted
as financial advisor to Inuvo.
Additional details about this transaction will be available in a
Form 8-K to be filed by Inuvo with the Securities and Exchange
Commission and accessible in the investor relations section of
Inuvo’s website at www.investor.inuvo.com.
Information regarding ConversionPoint Technologies, including
audited historical financial information, may be found on its
website at www.conversionpoint.com.
Conference Call Information
ConversionPoint and Inuvo management will hold a joint
teleconference on Wednesday, November 7, 2018, to further discuss
the acquisition and go-forward plans.
Date: Wednesday, November 7, 2018
Time:
4:30 p.m. EST
Domestic
Dial-in number: 1-800-289-0438
International
Dial-in number: 1-323-794-2423
Conference
ID: 3216388
Live webcast: http://public.viavid.com/index.php?id=132191
A telephone replay will be available through November 21, 2018. To
access the replay, please dial 1-844-512-2921 (domestic) or
1-412-317-6671 (international). At the system prompt, enter the
code 3216388 followed by the # sign. You will then be prompted for
your name, company and phone number. Playback will then
automatically begin.
About ConversionPoint Technologies
ConversionPoint Technologies, Inc. is an eCommerce technology company changing
how brands, advertisers and agencies connect with, acquire and
retain customers. Powered by AI-enabled media optimization, CRM,
and robust post-purchase platforms that automate product delivery
and remarketing, ConversionPoint offers proprietary technologies to
increase conversions, lifetime customer value, and return on ad
spend. ConversionPoint focuses on the non-Amazon channels,
including Walmart.com, Shopify.com, and BigCommerce.com. For more
information, go to ConversionPoint.com.
About Inuvo, Inc.
Inuvo®, Inc. (NYSE American:INUV) is a market leader in
artificial intelligence, aligning brand strategy with consumer
intent. This patented IntentKey™ artificial
intelligence technology leverages contextually-based machine
learning algorithms that mirror the way the human brain
instantly associate ideas, emotions, places, people and objects.
Inuvo harnesses this power by delivering high
performing campaigns reaching audiences that would
typically be missed. To learn more about Inuvo,
visit www.inuvo.com or
download its mobile app for Apple iPhone or
Android.
Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this communication that refer to
Inuvo’s estimated or anticipated future results, including
estimated synergies, or other non-historical expressions of fact
are forward-looking statements that reflect Inuvo’s current
perspective of existing trends and information as of the date of
this communication. Forward looking statements generally will be
accompanied by words such as “anticipate,”
“believe,” “plan,” “could,”
“should,” “estimate,” “expect,”
“forecast,” “outlook,”
“guidance,” “intend,” “may,”
“might,” “will,” “possible,”
“goal,” “potential,” “predict,”
“project,” or other similar words, phrases or
expressions. Such forward-looking statements include, but are not
limited to, statements about the benefits of the acquisition of
Inuvo by ConversionPoint Technologies, including future financial
and operating results, Inuvo’s or ConversionPoint
Technologies’ plans, objectives, expectations and intentions
and the expected timing of completion of the transaction. It is
important to note that Inuvo’s goals and expectations are not
predictions of actual performance. Actual results may differ
materially from Inuvo’s current expectations depending upon a
number of factors affecting Inuvo’s business, ConversionPoint
Technologies’ business and risks associated with acquisition
transactions generally. These factors include, among others, the
inherent uncertainty associated with financial projections;
restructuring in connection with, and successful closing of, the
merger transaction; subsequent integration of the merger
transaction and the ability to recognize the anticipated synergies
and benefits of the merger transaction; the ability of
ConversionPoint Holdings to obtain the required $36 million in
financing upon commercially reasonable terms, including risks that
the financing values the equity of ConversionPoint Holdings less
than the estimates of equity valuation set forth herein; the
ability to obtain the requisite Inuvo and ConversionPoint
Technologies stockholder approvals; the risk that a condition to
closing of the merger transaction may not be satisfied on a timely
basis or at all; the failure of the proposed merger transaction to
close for any other reason; risks relating to the value of the
ConversionPoint Holdings shares to be issued in the transaction;
risks relating to the ability of ConversionPoint Holdings to list
its shares on The NASDAQ Capital Market and The Toronto Stock
Exchange; the anticipated size of the markets and continued demand
for Inuvo’s and ConversionPoint Technologies’ products;
the impact of competitive products and pricing; the risks and
uncertainties normally incident to the ecommerce industry; the
difficulty of predicting the timing or outcome of pending or future
litigation or government investigations; changes in generally
accepted accounting principles; costs and efforts to defend or
enforce intellectual property rights; the loss of key senior
management or staff; and such other risks and uncertainties
detailed in Inuvo’s periodic public filings with the
Securities and Exchange Commission, including but not limited to
Inuvo’s “Risk Factors” section contained in
Inuvo’s Annual Report on Rom 10-K for the year ended December
31, 2017, and Form 10-Q filed with the Securities and Exchange
Commission on August 8, 2018 and from time to time in Inuvo’s
other investor communications. Except as expressly required by law,
Inuvo disclaims any intent or obligation to update or revise these
forward-looking statements to reflect events or circumstances after
the date of this press release.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
also not a solicitation of any vote in any jurisdiction pursuant to
the proposed transaction or otherwise. No offer of securities or
solicitation will be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the proposed acquisition of Inuvo by
ConversionPoint Technologies, Inc., ConversionPoint Holdings will
file with the Securities and Exchange Commission a registration
statement on Form S-4 that will include a joint proxy statement of
ConversionPoint Technologies, Inc. and Inuvo that also constitutes
a prospectus of ConversionPoint Technologies. The definitive joint
proxy statement/prospectus will be delivered to the stockholders of
ConversionPoint Technologies, Inc. and Inuvo. INVESTORS AND
SECURITY HOLDERS OF CONVERSIONPOINT TECHNOLOGIES, INC. AND INUVO
ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies
of the registration statement and the definitive joint proxy
statement/prospectus (when available) and other documents filed
with the Securities and Exchange Commission by ConversionPoint
Holdings through the website maintained by the Securities and
Exchange Commission at http://www.sec.gov. Copies of the documents
filed with the Securities and Exchange Commission by
ConversionPoint Holdings will be available free of charge by
contacting Wally Ruiz, Chief Financial Officer, Inuvo, Inc., 500
President Clinton Ave., Suite 300, Little Rock, AR 72201,
telephone: (501) 205-8397, or Andre Peschong, Chief Strategy
Officer, ConversionPoint Technologies, Inc. (andre@conversionpoint.com).
Participants in the Merger Solicitation
ConversionPoint Technologies, Inuvo, their respective directors and
certain of their executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the Securities and Exchange Commission, be
deemed participants in the solicitation of the ConversionPoint
Technologies and Inuvo stockholders in connection with the proposed
acquisition will be set forth in the joint proxy
statement/prospectus when it is filed with the Securities and
Exchange Commission. Information about the directors and executive
officers of Inuvo is set forth in its proxy statement for its 2018
annual meeting of stockholders, which was filed with the Securities
and Exchange Commission on May 4, 2018. Information about the
executive officers of ConversionPoint Technologies is set forth in
www.conversionpoint.com. Additional information regarding the
participants in the proxy solicitations and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the joint proxy statement/prospectus filed
with the above-referenced registration statement on Form S-4 and
other relevant materials to be filed with the Securities and
Exchange Commission when they become available.
Inuvo Company Contact:
Wally Ruiz
Chief Financial Officer
Tel (501) 205-8397
wallace.ruiz@inuvo.com
Inuvo Investor Relations Contact:
Liolios
Matt Glover or Sean Mansouri, CFA
Tel (949) 574-3860
INUV@liolios.com
ConversionPoint Company Contact:
Andre Peschong
Chief Strategy Officer
ConversionPoint Technologies, Inc.
andre@conversionpoint.com
ConversionPoint Media Relations Contact:
Mackenzie Kreitler
Innsena
Tel 603.521.4864
mackenziekreitler@innsena.com
ConversionPoint Investor Relations:
Ronald Both and Geoffrey Plank
CMA
Tel (949) 432-7566
CPTI@cma.team